CHARLOTTE’S WEB HOLDINGS, INC.

A copy of this second amended and restated preliminary prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada (other than Qu?ebec) but has not yet become final for the purpose of the sale of securities. Information contained in this second amended and restated preliminary prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the prospectus is obtained from the securities regulatory authorities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of securities only in those jurisdictions where such securities may be lawfully offered for sale and therein only by persons permitted to sell such securities. See ``Plan of Distribution''.

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the ``U.S. Securities Act''), or any securities laws of any state of the United States and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and any applicable state securities laws or pursuant to an applicable exemption therefrom. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States. See ``Plan of Distribution''.

SECOND AMENDED AND RESTATED PRELIMINARY PROSPECTUS (amending and restating the amended and restated preliminary prospectus dated July 13, 2018, which amended

and restated the preliminary prospectus dated June 25, 2018)

Initial Public Offering and Secondary Offering

August 22, 2018

12JUL201809040256

CHARLOTTE'S WEB HOLDINGS, INC.

C$100,100,000

14,300,000 Common Shares

This prospectus qualifies the distribution of an aggregate of 14,300,000 common shares (``Common Shares'') in the capital of Charlotte's Web Holdings, Inc. (the ``Company'', ``we'', ``our'', ``us'') consisting of a treasury issuance by the Company of 13,312,150 Common Shares (the ``Treasury Offering'') and a secondary offering of 987,850 Common Shares (the ``Secondary Base Offering'', and together with the Treasury Offering, the ``Offering'') at a price of C$7.00 per Common Share (the ``Offering Price''). The Company intends to use the net proceeds of the Treasury Offering as described in this prospectus. See ``Use of Proceeds''. The Common Shares are being offered for sale by Canaccord Genuity Corp. (the ``Lead Underwriter''), as lead underwriter, GMP Securities L.P., PI Financial Corporation, and Cormark Securities Inc. (collectively, the ``Underwriters''). If the Over-Allotment Option (as defined below) is exercised in full, an additional 2,145,000 Common Shares will be offered by the Selling Shareholders (as defined below). The Common Shares issued pursuant to the Offering, including those which may be sold pursuant to the Over-Allotment Option, are collectively referred to herein as the ``Offered Shares''.

The Company has been created to indirectly acquire and hold all of the capital stock in CWB Holdings, Inc. (``CWB''), a market leader in the production and distribution of innovative hemp-based, CBD wellness products. Through its vertically integrated business model, CWB strives to improve customers' lives and meet their demands for stringent product quality, efficacy and consistency. CWB does not produce or sell medicinal or recreational marijuana or products derived therefrom. Immediately after the closing of the Offering, as part of the Reorganization (as defined below) (collectively, the ``Closing''), all of the existing securityholders of CWB will exchange their securities of CWB for securities of the Company. See ``Corporate Structure -- Reorganization''.

Upon completion of the Offering, the Company's share capital will consist of two classes of issued and outstanding shares: Common Shares and proportionate voting shares (the ``Proportionate Voting Shares'') (collectively, the ``Shares''); and one authorized class of preferred shares issuable in series, none of which will be issued and outstanding. Generally, the Common Shares and Proportionate Voting Shares have the same rights, are equal in all respects and are treated by the Company as if they were shares of one class only. Proportionate Voting Shares, or fractions thereof, may at any time, subject to the FPI Condition, at the option of the holder and subject to certain restrictions, be converted into Common Shares at a ratio of 400 Common Shares per Proportionate Voting Share. Prior to conversion, each Proportionate Voting Share, or fraction thereof, carries 400 votes per share (compared to one vote per Common Share) and is entitled to dividends and liquidation distributions in an amount equal to 400 times the amount distributed in respect of each Common Share. The Common Shares may at any time, at the option of the holder and with the consent of the Company, be converted into Proportionate Voting Shares at a ratio of 400 Common Shares for one Proportionate Voting Share. Upon completion of the Offering and the Reorganization,

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CRAFTED IN NATURE. PERFECTED BY SCIENCE. TRUSTED BY FAMILIES.

A market leader in the production and distribution of innovative hemp-based, cannabidiol (CBD) wellness products.

40 $ MILLION

2017 REVENUE

300 ACRES

OF CULTIVATION (2018E)

40,000FT2

MANUFACTURING AND R&D FACILITY

35%

2017 EBITDA MARGIN

E-COMMERCE SALES GROWTH

60%

FROM 2016 TO 2017

SOLD IN

2,700

RETAIL LOCATIONS

FAST GROWING SEGMENT OF A ROBUST MARKET

CAGR OF

55%

HEMP-DERIVED CBD SEGMENT (2016-2021)

$50B

U.S. SUPPLEMENTS MARKET (2020)

REVENUE: (US$ MILLION)

GROWTH

172%

2016 $14.7

2017

ADJUSTED EBITDA (US$ MILLION)

GROWTH

600%

2016 $2.0

2017

$40.0 $14.1

GROSS MARGIN

80%

Q1-2018

EBITDA MARGIN

34%

BRAND BY MARKET SHARE

#1

*2017 management estimate

MARKET SHARE*

14%

(continued from cover)

assuming no exercise of the Over-Allotment Option and excluding the Private Placement (as defined below), the Company will have an aggregate of 14,300,000 Common Shares and 194,178.15 Proportionate Voting Shares issued and outstanding. See ``Description of Share Capital'' and ``Exemption from National Instruments''.

Upon completion of the Offering and the Reorganization, all of the issued and outstanding Proportionate Voting Shares will be held or controlled, directly or indirectly, by the former CWB Shareholders (as defined below). As a result, the former CWB Shareholders will collectively own or control, directly or indirectly, an equivalent of 77,671,258 Common Shares (assuming the conversion of all Proportionate Voting Shares to Common Shares on the basis of 400 Common Shares for one Proportionate Voting Share), representing an 83.7% equity and voting interest in the Company assuming the Private Placement is fully subscribed (85.7% on a fully-diluted basis), and if the Over-Allotment Option is exercised in full, the former CWB Shareholders, collectively, will own an equivalent of 75,526,258 Common Shares (assuming the conversion of all Proportionate Voting Shares to Common Shares on the basis of 400 Common Shares for one Proportionate Voting Share), representing an 81.4% equity and voting interest in the Company assuming the Private Placement is fully subscribed (83.7% on a fully-diluted basis).

Upon completion of the Offering and the Reorganization, and in the event that the Over-Allotment Option is exercised in full and assuming the Private Placement is fully subscribed, the Selling Shareholders, collectively, will own an equivalent of 51,060,538 Common Shares (assuming the conversion of all Proportionate Voting Shares to Common Shares on the basis of 400 Common Shares for one Proportionate Voting Share), representing a 55.0% equity and voting interest in the Company (48.1% on a fully-diluted basis).

There is no market through which these securities may be sold, and purchasers may not be able to resell securities purchased under this prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities and the extent of issuer regulation. An investment in the Offered Shares is speculative and is subject to a number of risks that should be considered by a prospective purchaser. Prospective purchasers should carefully consider the risk factors described under ``Risk Factors'' before purchasing the Offered Shares.

The Canadian Securities Exchange (the ``CSE'') has conditionally approved the listing of the Common Shares under the symbol ``CWEB''. Listing is subject to fulfilling all of the requirements of the CSE on or before , 2018.

As of the date of this prospectus, the Company does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., any U.S. marketplace, or a marketplace outside Canada and the United States of America.

Price: C$7.00 per Offered Share(1)

Per Offered Share Total Offering(2)(4)

Price to the

Public

C$7.00 C$100,100,000

Underwriters' Fee(3)

C$0.42 C$6,006,000

Net Proceeds to the Company(2)

C$6.58 C$87,593,947

Net Proceeds to Selling

Shareholders(5)

C$6.58 C$6,500,053

Notes:

(1) The Offering Price of the Offered Shares was determined through negotiations between the Company and the Underwriters. The Offering Price may not be indicative of the market price of the Common Shares after the Offering.

(2) Before deducting the expenses of the Offering that are estimated to be C$3,250,000. The expenses of the Offering and the Underwriters' Fee will be paid by the Company from the proceeds of the Treasury Offering. See ``Plan of Distribution''.

(3) The Underwriters will be paid a fee (the ``Underwriters' Fee'') equal to (i) 6.0% of the aggregate gross proceeds of the Offering (including exercise of the Over-Allotment Option), and (ii) non-transferable warrants (the ``Broker Warrants'') exercisable to acquire, within two (2) years of the Closing Date, an aggregate number of Common Shares equal to 3.0% of the number of Offered Shares sold under the Offering (including exercise of the Over-Allotment Option), at an exercise price equal to the Offering Price.

(4) The Company and the Underwriters agree that the sale of the Common Shares pursuant to the Secondary Base Offering (the ``Secondary Base Shares'') and the Over-Allotment Shares (as defined below) may be completed as a secondary offering (collectively, the ``Secondary Offering'') by certain of the CWB Shareholders, being Aiko Trust, CK&J Irrevocable Trust, Master and A Hound Irrevocable Trust, Paulina Irrevocable Trust, Tristan 2 Arlo Irrevocable Trust, Blue Water Irrevocable Trust, J. Austin Stanley, Arvesa Corp., Kristi Fontenot, Little Sis Trust, Lynn Kehler, Proverbs 31 Woman Irrevocable Trust, M, C and C Special Needs Trust, Graham Carlson and Old Faithful Special Needs

(continued on next page)

(continued from cover)

Trust (collectively, the ``Selling Shareholders'') provided that the Underwriters shall receive the Underwriters' Fee in respect of any Offered Shares sold by way of the Secondary Offering. The Company and the Selling Shareholders have agreed to grant to the Underwriters an option (the ``Over-Allotment Option''), exercisable in whole or in part at any time and from time to time for a period of 30 days following the Closing, to purchase up to an additional 2,145,000 Common Shares from the Selling Shareholders (the ``Over-Allotment Shares'') (representing 15% of the Common Shares offered pursuant to the Offering), on the same terms as set forth above solely to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total ``Price to the Public'', ``Underwriters' Fee'', ``Net Proceeds to the Company'', and ``Net Proceeds to Selling Shareholders'' will be C$7.00, C$6,906,900, C$87,593,947, and C$20,614,153, respectively before deducting the expenses of the Offering payable by the Company that are estimated to be C$3,250,000. This prospectus qualifies the grant of the Over-Allotment Option and the distribution of the Over-Allotment Shares upon the exercise of the Over-Allotment Option, regardless of whether the Over-Allotment Option is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases and qualifies the distribution of the Broker Warrants. See ``Plan of Distribution'' and ``Principal Securityholders and Selling Shareholders''.

(5) Each of the Selling Shareholders will be responsible for the payment of the Underwriters' Fee payable in respect of the Secondary Base Shares and the Over-Allotment Shares sold by such Selling Shareholder; however, the Selling Shareholders will not be responsible for any further fees or expenses of the Underwriters in connection with the Offering as the Company has determined the incremental cost in connection therewith is nominal in the context of the overall Offering.

The following table sets out the maximum number of Offered Shares that may be sold by the Company to the Selling Shareholders pursuant to the exercise of the Over-Allotment Option and by the Company to the Underwriters pursuant to the exercise of the Broker Warrants:

Underwriters' Position

Broker Warrants

Maximum Size or Number of Securities Available

493,350 Common Shares

Exercise Period

Exercisable for a period of 2 years following the Closing Date

Exercise Price

Equal to the Offering Price

Over-Allotment Option

2,145,000 Common Shares

Exercisable for a period of 30 days following the Closing Date

Equal to the Offering Price

The Underwriters, as principals, conditionally offer the Offered Shares qualified under this prospectus, subject to prior sale, if, as and when sold and delivered by the Company and the Selling Shareholders and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement (as defined herein) among the Company, the Selling Shareholders and the Underwriters referred to under ``Plan of Distribution'' and subject to the approval of certain legal matters relating to the Offering, on behalf of the Company by DLA Piper (Canada) LLP, and on behalf of the Underwriters by Stikeman Elliott LLP.

In connection with the Offering, the Underwriters may over-allot or effect transactions that stabilize or maintain the market price of the Offered Shares at levels other than those that might prevail in the open market. See ``Plan of Distribution''.

Subscriptions will be received subject to rejection or allocation in whole or in part and the Underwriters reserve the right to close the subscription books at any time without notice. The Closing is expected to occur on or about , 2018 or such other date as the Company and the Underwriters may agree, but in any event no later than , 2018 (the ``Closing Date''). The Offered Shares will be deposited with CDS Clearing and Depository Services Inc. (``CDS'') in electronic form on the Closing Date through the non-certificated inventory system administered by CDS. A purchaser of Offered Shares will receive only a customer confirmation from the registered dealer from or through which Offered Shares are purchased. No certificates will be issued to purchasers, except in certain limited circumstances, and registration will be made in the depositary services of CDS. See ``Plan of Distribution -- Non-Certificated Inventory System''.

Prospective purchasers should be made aware that the acquisition of Common Shares may have tax consequences both in Canada and the United States. Such tax consequences for investors, including investors who are resident in or citizens of the United States, may not be described fully herein. See ``Certain Canadian Federal Income Tax Considerations'' and ``Certain United States Tax Considerations''.

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(continued from cover)

The Company's directors, officers, promoters and the Selling Shareholders reside outside of Canada. The persons named below have appointed the following agent for service of process:

Name of Director or Officer

Name and Address of Agent

Joel Stanley, Director Jared Stanley, Director John Held, Director Shane Hoyne, Director Hesaam Moallem, President, Chief Executive Officer and Director Richard Mohr, Chief Financial Officer Juan Sartori, Director William West, Director

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

Name of Selling Shareholder

Aiko Trust Lynn Kehler Blue Water Irrevocable Trust CK&J Irrevocable Trust Graham Carlson J. Austin Stanley Arvesa Corp. Kristi Fontenot Little Sis Trust Master and A Hound Irrevocable Trust M, C and C Special Needs Trust Paulina Irrevocable Trust Proverbs 31 Woman Irrevocable Trust Tristan 2 Arlo Irrevocable Trust Old Faithful Special Needs Trust

Name and Address of Agent

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

(continued on next page)

(continued from cover) Name of Promoter

Name and Address of Agent

Joel Stanley Jared Stanley Jesse Stanley Josh Stanley Jon Stanley J. Austin Stanley Jordan Stanley

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

Name of Expert

Name and Address of Agent

DLA Piper LLP (US) Frost Brown Todd LLC

DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada DLA Piper (Canada) LLP, 2800 Park Place, 666 Burrard St, Vancouver, BC V6C 2Z7, Canada

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or that resides outside of Canada, even if the party has appointed an agent for service of process.

For investors outside of Canada, neither the Company nor the Underwriters have done anything that would permit the Offering or distribution of this prospectus in any jurisdiction where action for the purpose is required other than in Canada. Investors are required to inform themselves about and to observe any restrictions relating to the Offering and the distribution of this prospectus.

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